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BRESNAN COMMUNICATIONS GROUP LLC
BRESNAN CAPITAL CORPORATION
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
8% SENIOR NOTES DUE 2009 AND
9 1/4% SENIOR DISCOUNT NOTES DUE 2009
This Notice of Guaranteed Delivery, or one substantially equivalent
to this form, must be used to accept the Exchange Offer (as defined below) if
(i) certificates for the Company's (as defined below) 8% Senior Notes due 2009
and 9 1/4% Senior Discount Notes due 2009 (collectively, the "Outstanding
Notes") are not immediately available, (ii) Outstanding Notes, the Letter of
Transmittal and all other required documents cannot be delivered to State Street
Bank and Trust Company (the "Exchange Agent") on or prior to the Expiration Date
(as defined in the Prospectus referred to below) or (iii) the procedures for
delivery by book-entry transfer cannot be completed on a timely basis. This
Notice of Guaranteed Delivery may be delivered by hand, overnight courier or
mail, or transmitted by facsimile transmission, to the Exchange Agent. See "The
Exchange Offer -- Procedures for Tendering Outstanding Notes" in the Prospectus.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON [__________],
1999, UNLESS THE OFFER IS EXTENDED, (THE "EXPIRATION DATE"). TENDERS OF
OUTSTANDING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. NEW YORK CITY
TIME ON THE EXPIRATION DATE.
The Exchange Agent for the Exchange Offer is:
STATE STREET BANK AND TRUST COMPANY
By Registered, Certified or Overnight Mail: By Hand (before 4:30 p.m.):
STATE STREET BANK AND TRUST COMPANY STATE STREET BANK AND TRUST COMPANY
[Goodwin Square
225 Asylum Street
Hartford, CT 06103]
ATTENTION: [Corporate Trust Division] ATTENTION:
By Hand (after 4:30 p.m.):
STATE STREET BANK AND TRUST COMPANY
ATTENTION:
By Facsimile:
(For Eligible Institutions Only)
( )
Telephone Number:
(800)
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY
VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTY
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTY MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE
BOX ON THE LETTER OF TRANSMITTAL.
THE GUARANTY ON THE REVERSE SIDE MUST BE COMPLETED.
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Ladies and Gentlemen:
The undersigned hereby tenders to Bresnan Communications, Group LLC
and Bresnan Capital Corporation (collectively, the "Company"), each a Delaware
corporation, upon the terms and subject to the conditions set forth in the
Prospectus dated [ __________], 1999 (as the same may be amended or supplemented
from time to time, the "Prospectus"), and the related Letter of Transmittal
(which together constitute the "Exchange Offer"), receipt of which is hereby
acknowledged, the aggregate principal amount of Outstanding Notes set forth
below pursuant to the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer -- Procedures for Tendering Outstanding
Notes."
Aggregate Principal Amount Tendered: ___________________________________________
Certificate No(s). (if available): _____________________________________________
If Outstanding Notes will be tendered by book-entry transfer, provide the
following information:
DTC Account Number: ____________________________________________________________
Date: ___________________________,1999
Name(s) of Registered Holder(s): _______________________________________________
Address(es): __________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Area Code and
Telephone Number(s): ___________________________________________________________
Signature(s): __________________________________________________________________
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GUARANTY
(NOT TO BE USED FOR SIGNATURE GUARANTY)
The undersigned, a firm or other entity identified in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker, government securities dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association (each, an "Eligible Institution"),
hereby guarantees to deliver to the Exchange Agent, at one of its addresses set
forth above, either the Outstanding Notes tendered hereby in proper form for
transfer, or confirmation of the book-entry transfer of such Outstanding Notes
to the Exchange Agent's account at The Depository Trust Company ("DTC"),
pursuant to the procedures for book-entry transfer set forth in the Prospectus,
in either case together with one or more properly completed and duly executed
Letter(s) of Transmittal (or facsimile thereof) and any other required documents
within three (3) New York Stock Exchange trading days after the date of
execution of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Outstanding Notes tendered hereby to the Exchange Agent
within the time period set forth above and that failure to do so could result in
a financial loss to the undersigned.
Name of Firm: ______________________________________________________________
Address: ______________________________________________________________
______________________________________________________________
Area Code and (Zip Code)
Telephone Number: ______________________________________________________________
______________________________________________________________
(Authorized Signature)
Title: ______________________________________________________________
Name: ______________________________________________________________
(Please type or print)
Date: _________________________,1999
NOTE: DO NOT SEND OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED
DELIVERY. ACTUAL SURRENDER OF OUTSTANDING NOTES MUST BE MADE PURSUANT
TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly
completed and duly executed copy of this Notice of Guaranteed Delivery and any
other documents required by this Notice of Guaranteed Delivery must be received
by the Exchange Agent at its address set forth herein prior to the Expiration
Date. The method of delivery of this Notice of Guaranteed Delivery and any other
required documents to the Exchange Agent is at the election and sole risk of the
holder, and the delivery will be deemed made only when actually received by the
Exchange Agent. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. As an alternative to delivery by
mail the holders may wish to consider using an overnight or hand delivery
service. In all cases, sufficient time should be allowed to assure timely
delivery. For a description of the guaranteed delivery procedures, see
Instruction 1 of the Letter of Transmittal.
2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this Notice
of Guaranteed Delivery is signed by the registered holder(s) of the Outstanding
Notes, the signature must correspond with the name(s) written on the face of the
Outstanding Notes without alteration, enlargement, or any change whatsoever. If
this Notice of Guaranteed Delivery is signed by a participant of the Book-Entry
Transfer Facility whose name appears on a security position listing as the owner
of the Outstanding Notes, the signature must correspond with the name shown on
the security position listing as the owner of the Outstanding Notes.
If this Notice of Guaranteed Delivery is signed by a person other
than the registered holder(s) of any Outstanding Notes listed or a participant
of the Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be
accompanied by appropriate bond powers, signed as the name of the registered
holder(s) appears on the Outstanding Notes or signed as the name of the
participant shown on the Book-Entry Transfer Facility's security position
listing.
If this Notice of Guaranteed Delivery is signed by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation,
or other person acting in a fiduciary or representative capacity, such person
should so indicate when signing and submit with the Letter of Transmittal
evidence satisfactory to the Company of such person's authority to so act.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and
requests for assistance for additional copies of the Prospectus may be directed
to the Exchange Agent at the address specified in the Prospectus. Holders may
also contact their broker, dealer, commercial bank, trust company, or other
nominee for assistance concerning the Exchange Offer.